Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with an anticipated value in excess of $25,000, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate (i) release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In , (ii) execute and deliver to Borrower all documents that Borrower reasonably requests to evidence the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate release of the security interest granted herein upon in the Collateral and (iii) deliver to Borrower providing cash collateral acceptable to Bank any stock certificates and other Collateral in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral Agent’s possession.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and obligations with respect to Bank Services that have been cash collateralized pursuant to the terms of this Section 4.1) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority a perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bankto Agent, for the ratable benefit of Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Agent and/or Lenders’ Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the general details thereof and grant to Bank Agent, for the ratable benefit of Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankAgent’s and Lenders’ Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time Bank as Agent’s and Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1 .l(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations and cash-collateralized Letters of Credit following maturity). Upon payment in full of the Obligations (other than inchoate indemnity obligationsobligations and cash-collateralized Letters of Credit following maturity) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached hereto and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants BankThe due and punctual payment of the principal of and interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance of Notes, consents and agrees to the terms of the Collateral Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Agreements, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to secure assure and confirm to the payment Trustee and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, Collateral Agent the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only contemplated hereby, by the Collateral Agreements or any part thereof, as from time to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimconstituted, Borrower shall promptly notify Bank in a writing signed by Borrower so as to render the same available for the security and benefit of this Indenture and of the general details thereof Notes secured hereby, according to the intent and grant purposes herein expressed. The Company will take, and will cause its Subsidiaries to Bank in such writing a security interest therein and in the proceeds thereoftake, all including without limitation upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless request of the terms Trustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of any Bank Services Agreementthe Company hereunder, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, superior to be Obligations hereunder and that it is prior to the intent rights of Borrower all third Persons and Bank subject to have all such Obligations secured no other Liens except as expressly permitted by the first priority perfected security interest in the applicable Collateral granted herein (subject only Agreement or this Indenture. The Collateral Agent may open and maintain one or more accounts to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in hold the Collateral and all rights therein the Collateral Agreements from time to time, it being understood that such accounts shall revert to Borrower. In not in any way expand or otherwise affect the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, Collateral Agent’s duties under the Indenture and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral Agreements.

Grant of Security Interest. Borrower Without prejudice to the Liens granted by each Australian Obligor under each Australian Security Document to which it is party, on the Closing Date, the Issuer and each Guarantor hereby grants Bankgranted to Collateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations and the Guaranteed Obligations, as applicable, a continuing first priority security interest in, and pledges pledged to BankCollateral Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products and supporting obligations (as defined in the Code) in respect thereof. Borrower representsIn respect of the Australian Obligors only, warrantsto the extent there is any inconsistency between this Section 4.1 and any provision of any Australian Security Document, and covenants that the security interest granted herein relevant provision of such Australian Security Document shall be and prevail. If Issuer or any Guarantor shall at all times continue acquire any commercial tort claim (as defined in the Code), upon the Closing Date, Issuer or such Guarantor shall grant to be Collateral Agent, for the ratable benefit of the Secured Parties, a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in Collateral Agent and the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Required Purchasers. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid or converted in full, . Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations) and at such time Bank shallas the Purchasers’ obligation to purchase the Notes has terminated, Collateral Agent shall (acting at the direction of the Required Purchasers), at Borrower’s the sole cost and expenseexpense of Issuer, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Issuer and the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditGuarantors.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest interests in, and pledges to Bank, all right, title, and interest of such Borrower in and to the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the holders of such Permitted Liens). If Borrower shall at any time acquire a one or more commercial tort claimclaims involving amounts in excess of $250,000 (individually or in the aggregate with respect to all such acquired commercial tort claims), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof (unless and grant except to the extent such information would waive the attorney-client privilege). Such notification to Bank in such writing shall constitute an additional grant, hereunder, of a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected continuing security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority commercial tort claims and all proceeds thereof to Bank’s Lien , and Borrower shall execute and deliver all such documents and take all such actions as Bank may reasonably request in this Agreement)connection therewith. If both this Agreement is and the Exim Loan Agreement are terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions under this Agreement and the Exim Loan Agreement has terminated, Bank shall, at Borrower’s sole cost and expense, terminate promptly release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsSubject to the terms contained herein, warrantsBank agrees that the Liens granted to it hereunder in Third Party Equipment shall be subordinate to the Liens in Third Party Equipment of future lenders and lessors engaged in the business of providing equipment financing and leasing for Third Party Equipment; provided that such Liens are (i) permitted under clause (c) of the definition of Permitted Liens, and covenants that (ii) properly perfected as a valid “purchase money security interest” under applicable law. So long as no Event of Default has occurred and is continuing, Bank agrees to execute and deliver, at Borrower’s expense, such agreements and documents as may be reasonably requested in writing by Borrower and such equipment lender or equipment lessor from time to time which set forth the security interest granted herein lien subordination described in this Section 4.1 and are reasonably acceptable to Bank. Bank shall have no obligation to execute any agreement or document which would impose obligations, restrictions, or lien priority on Bank which are less favorable to Bank than those described in this Section 4.1. For purposes of clarity, such subordinations shall be of the priority of Bank’s Liens with respect to and not in right in payment in connection with such Third Party Equipment and shall at all times continue not otherwise limit Bank’s rights or remedies with respect to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to BankThird Party Equipment. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue (subject to be the security interest granted in the Exim Agreement) a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Term Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has enteredthe security interest created in this Agreement only with respect to Export-Related Accounts Receivable, and/or may Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Exim Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed ) is subject to be Obligations hereunder and that it is the intent of Borrower and Bank subordinate to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-B Exchange Note Collection Account. The Grant of the 2019-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-B Exchange Note Collection Account or with respect to the 2019-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2019-B Exchange Note as provided in the 2019-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-B Exchange Note Supplement for the benefit of the 2019-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations relating to Section 2.1.1, a continuing security interest in, and pledges to Bank, the 2007 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations (other than the Obligations relating to Section 2.1.1), a continuing security interest in, and pledges to Bank, the 2009 Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.” 8 The Loan Agreement shall be amended by inserting the following text at the end of Section 5.2 thereof: “Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which could interfere with Bank’s right to sell any Collateral. Borrower acknowledges shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of that might otherwise be restricted or prohibited by law or by the terms of any Bank Services Agreementsuch license or agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder whether now existing or entered into in the future, and that it is the intent of Borrower and (y) Bank to have all such Obligations secured by the first priority perfected security interest ability in the event of a liquidation of any Collateral granted herein (subject only to Permitted Liens that may have superior priority to dispose of such Collateral in accordance with Bank’s Lien in this Agreement). If rights and remedies under this Agreement is terminatedand the other Loan Documents.” 9 The Loan Agreement shall be amended by deleting the following, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fullappearing as Section 6.2 thereof, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.entirety:

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2018-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2018-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2018-A Exchange Note Collection Account. The Grant of the 2018-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2018-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2018-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2018-A Exchange Note Collection Account or with respect to the 2018-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2018-A Exchange Note as provided in the 2018-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2018-A Exchange Note Supplement for the benefit of the 2018-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2018-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2018-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, As an inducement for the Secured Party to purchase the Debentures and to secure the payment complete and timely payment, performance and discharge in full full, as the case may be, of all of the Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing security interest interest, to the extent not already encumbered, in, a continuing lien upon, a right to possession and pledges disposition of and a right of set-off against, in each case to Bankthe fullest extent permitted by law, all of the CollateralCompany's right, wherever locatedtitle and interest of whatsoever kind and nature (including, whether now owned or hereafter acquired or arisingwithout limitation, all of Peak Entertainment Ltd.'s rights) in and all proceeds and products thereofto the Collateral (the "Security Interest"). Borrower represents, warrants, and covenants that The Security Interest rights herein shall be on an equal level to the security interest rights granted to other third party purchasers in the Company's sale of debentures, on terms and conditions similar to the terms herein, occurring on or about the same time as this Agreement. Notwithstanding anything to the contrary herein, the parties understand and agree that the Security Interest rights herein shall be secondary to any security interest rights previously granted by the Company in or about January 2005, and that the provisions of this Agreement shall be interpreted accordingly. The Company shall be entitled to grant security interest rights senior to the rights of the Secured Parties to a financial institution, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. The Company shall be entitled to grant security interest rights similar to the rights granted to the Secured Parties to non-financial institution lender(s) hereafter providing at all times continue least $1,500,000 or more in working capital, subject to the approval of the Secured Parties, which shall not be unreasonably withheld. Secured Parties acknowledge that the Company will need additional capital for its business. Except as provided for herein, the Company will not grant to any other person a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire its assets for so long as a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower majority of the general details thereof and grant Debentures sold to Bank in such writing a security interest therein and in the proceeds thereofSecured Parties remaining outstanding, all upon except with the terms consent of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless two-thirds of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interestthe Debentures held by the Secured Parties, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditwhich shall not be unreasonably withheld.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimclaim in an aggregate amount in excess of One Hundred Thousand Dollars ($100,000), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred five percent (105% (110% if the Dollar Equivalent is denominated in Foreign Currency%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bankto Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general details thereof (and further details as may be required by Lender) and grant to Bank Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time Bank as Lender’s obligation to make Credit Extensions has terminated, Lender’s Lien in the Collateral shall automatically be released and terminated and all rights in the Collateral shall revert to Borrower, and Lender shall, at Borrower’s sole cost and expense, terminate its security interest enter into or provide any documentation reasonably requested by Borrower in order to evidence such release and termination of Lender’s Lien in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this EXIM Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this EXIM Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this EXIM Agreement). If this EXIM Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this EXIM Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred percent (110% if the Dollar Equivalent is denominated in Foreign Currency100%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached to the Loan Agreement and all of New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, New Borrower shall promptly notify Bank in a writing signed by New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time acquire a commercial tort claimclaim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpledgors thereof.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement or the EXIM Loan Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has enteredthe security interest created in this Agreement only with respect to Export-Related Accounts Receivable, and/or may Export-Related Inventory and Export-Related General Intangibles (as defined in the future enter, into Bank Services Agreements with Bank. Regardless of EXIM Loan Agreement) is subject to and subordinate to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest granted to Bank in the Collateral granted herein (subject only EXIM Loan Agreement with respect to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2020-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2020-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2020-A Exchange Note Collection Account. The Grant of the 2020-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2020-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2020-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2020-A Exchange Note Collection Account or with respect to the 2020-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2020-A Exchange Note as provided in the 2020-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2020-A Exchange Note Supplement for the benefit of the 2020-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2020-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2020-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A to the Loan Agreement and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaims (as defined in the Code) having a value in excess of One Hundred Thousand Dollars ($100,000.00) individually or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to BankCollateral Agent’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim in excess of $250,000, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate execute and deliver such documents as reasonably requested by Borrower to evidence the termination and release of its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations or other obligations which, by their terms, survive termination of this Agreement for which no claim has been made), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% at least one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2016-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2016-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2016-B Exchange Note Collection Account. The Grant of the 2016-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2016-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2016-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2016-B Exchange Note Collection Account or with respect to the 2016-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2016-B Exchange Note as provided in the 2016-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2016-B Exchange Note Supplement for the benefit of the 2016-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2016-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2016-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower Other than Equipment purchased by Lessee pursuant to Section 20 and subject to Section 7.1, title to the Equipment shall remain in Lessor as security for the obligations of the Guarantors under the Guarantee and the obligations of Lessee hereunder and under each of the other Operative Agreements to which it is a party, until such time as Lessee and the Guarantors have fulfilled all of their obligations hereunder and under such other Operative Agreements. Lessee hereby assigns, grants Bankand pledges to Lessor for the benefit of Lessor a security interest in all of Lessee's right, title and interest, whether now or hereafter existing or acquired, in the Equipment (other than Equipment purchased by Lessee pursuant to Section 20 or replaced by Replacement Equipment pursuant to Section 30), including, without limitation, all subleases and proceeds thereof, to secure the payment and performance in full of all obligations of Lessee now or hereafter existing under this Lease or any other Operative Agreement and of the Guarantors under the Guarantee (the "Lease Secured Obligations"). Lessee shall, a continuing security interest inat its expense, do any further act and pledges execute, acknowledge, deliver, file, register and record any further documents which Lessor may reasonably request in order to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, protect Lessor's title to and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral Equipment, subject only to no Liens other than Permitted LiensExceptions, and Lessor's rights and benefits under this Lease. If Borrower shall at any time acquire a commercial tort claimSubject to the provisions of Section [10.3(b)] of the Lease, Borrower Lessee shall promptly notify Bank and duly execute and deliver to Lessor such documents and assurances and take such further action as Lessor may from time to time reasonably request in a writing signed by Borrower order to carry out more effectively the intent and purpose of this Lease and the other Operative Agreements, to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder and thereunder, and to establish, perfect and maintain the right, title and interest of Lessor, in and to the Equipment, subject to no Lien other than Permitted Exceptions and Lessor Liens, or of such financing statements or fixture filings or other documents with respect hereto as Lessor may from time to time reasonably request, and Lessee agrees to execute and deliver promptly such of the general details thereof foregoing financing statements and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or fixture filings or other documents as may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured require execution by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditLessee.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementLiens). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with this Section 4.1 (collectively, the “Remaining Obligations”)) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than Remaining Obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsRemaining Obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% at least one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue (subject to be the security interest granted in the Domestic Agreement) a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Exim Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Exim Agreement, the Term Loan Agreement and the Domestic Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Exim Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has entered, and/or may the security interest created in the future enter, into Bank Services Agreements with Bank. Regardless this Exim Agreement in all of the terms Collateral (with the exception of any Bank Services AgreementExport-Related Accounts Receivable, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder Export-Related Inventory and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligationsExport-Related General Intangibles), except for Bank Services, are satisfied in full, is subject to and (b) this Agreement is terminated, Bank shall terminate subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Servicesthe Domestic Agreement with respect to the Collateral and the security interest created in the Domestic Agreement with respect to Export-Related Accounts Receivable, if any. In Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide security interest granted to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating this Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest interests in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Bank by operation of law or by written subordination agreement duly executed and delivered by Bank in favor of the holders of such Permitted Liens). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant thereof. Such notification to Bank in such writing shall constitute an additional grant, hereunder, of a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected continuing security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority commercial tort claim and all proceeds thereof to Bank’s Lien , and Borrower shall execute and deliver all such documents and take all such actions as Bank in its good faith business judgment may request in connection therewith. Notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not include (i) the Financed Equipment Collateral, unless and until the Existing Equipment Loans Obligations under the 2005 Loan Agreement are paid in full (and concurrently with such payment in full of the Existing Equipment Loans Obligations, the Financed Equipment Collateral shall automatically and thereafter constitute Collateral); (ii) any of the Borrower’s “Excluded IP” (as defined in Exhibit A hereto) (but “Collateral” does include “Included Proceeds of Excluded IP” (as defined in Exhibit A hereto); (iii) the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, and (iv) Equipment subject to a lien described in clause (c) of the definition of Permitted Liens in which the granting of a security interest in such Equipment is prohibited by or would constitute a default under any agreement or document governing such Equipment (but only to the extent such prohibition is enforceable under applicable law), provided that upon the termination or lapsing of any such prohibition, such Equipment shall automatically be part of the Collateral. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2016-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2016-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2016-A Exchange Note Collection Account. The Grant of the 2016-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2016-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2016-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2016-A Exchange Note Collection Account or with respect to the 2016-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2016-A Exchange Note as provided in the 2016-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2016-A Exchange Note Supplement for the benefit of the 2016-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2016-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2016-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement or pursuant to applicable law, in each case, to have priority over Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) greater than Twenty-Five Thousand Dollars ($25,000.00), Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein (subject to the security interest granted in the Exim Agreement) shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding the event (a) all Obligations (other than inchoate indemnity obligations)foregoing, except for Bank Services, are satisfied it is expressly acknowledged and agreed that the security interest created in full, and (b) this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Exim Agreement) is terminated, Bank shall terminate subject to and subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants Bank, to secure As security for the prompt and complete payment and performance in full of the Loans, the Company hereby grants to BSC a first priority security interest in all properties, assets and rights of the Obligations, a continuing security interest in, and pledges to Bank, the CollateralCompany, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereofthereof (all of the same being hereinafter called the “Collateral”), including without limitation: all personal and fixture property of every kind and nature, including, without limitation, all goods (including inventory, equipment and any accessions thereto), intellectual property (including all patents, patent applications, trade secrets, trademarks, copyrights and all other intellectual property), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles and goodwill of any kind or nature). Borrower The Company represents, warrantswarrants and agrees that, and covenants that except for the security interest granted herein hereunder, the Company owns, and will continue to own, the Collateral free and clear of all Liens, and will not, while any Loan remains outstanding, create any Lien of any kind whatsoever on the Collateral. The Company agrees that it will assist BSC, at BSC’s request, in making such filings or taking such other actions (including, without limitation, the execution of such documents) as may be necessary or advisable for BSC to perfect its security interest hereunder (including, without limitation, executing such UCC financing statements as BSC requests and executing the Patent Security Agreement). If the Company shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless default of the terms of the Notes, BSC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any Bank Services Agreementother applicable laws now or hereafter existing, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminatedrights and remedies being cumulative, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fullnot exclusive, and enforceable alternatively, successively or concurrently, at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (times as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditBSC deems expedient.

Grant of Security Interest. Borrower hereby grants BankAgent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankAgent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed Liens that may have priority by Borrower operation of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon applicable Law or by the terms of this Agreement, with such writing to be in form and substance satisfactory to Banka written intercreditor or subordination agreement entered into by Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with BankSVB. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank SVB to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to BankAgent’s Lien in this Agreement). If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is are terminated, Bank Agent shall terminate the security interest granted herein upon Borrower providing to SVB cash collateral acceptable to Bank SVB in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank SVB cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred two percent (102.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred five percent (105.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). This Agreement may be terminated by Borrower’s delivery to Bank of a written termination notice which shall be effective at the end of the second Business Day after Borrower’s receipt thereof. Borrower’s power to draw credit under Bank Services Agreements may be terminated by Borrower’s delivery of a written termination notice to Bank which shall be effective upon receipt. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied paid in full, and at such time Bank shalltime, at BorrowerBank’s sole cost and expense, terminate its security interest in the Collateral shall terminate and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied paid in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein shall terminate upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. Bank shall use reasonable commercial efforts to inform Borrower what constitutes acceptable cash collateral with respect to all Bank Services Agreements in force and effect when Borrower delivers its written termination notice. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent (or 110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it may have previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)herein. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred five percent (110% if the Dollar Equivalent is 105.0%) for Letters of Credit denominated in Foreign CurrencyDollars and one hundred ten percent (110.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, warrants and covenants represents that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest). If the Agreement is terminated, Bank’s lien and security interest in the Collateral granted herein shall continue until Borrower fully satisfies its Obligations (other than inchoate indemnity obligations). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as this Agreement, the Working Capital Loan Agreement and the Exim Agreement have been terminated, Bank’s Liens in the Collateral shall automatically terminate and all rights therein shall revert to Borrower and Bank shall, at Borrower’s sole cost and expense, deliver such documents and make such filings as Borrower may reasonably request to evidence such termination. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general brief details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations (other than those arising under any warrants issued by Borrower to Bank), a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any obligations arising under any warrants issued by Borrower to Bank) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any obligations arising under any warrants issued by Borrower to Bank) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankLender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Lender’s Lien pursuant to the terms of this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general details thereof (and further details as may be required by Lender) and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as Lender’s obligation to make Credit Extensions has terminated, Lender shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations)[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except for Bank ServicesMARKED BY BRACKETS, are satisfied in fullHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAS AMENDED.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Agent, for the ratable benefit of the Lenders a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges interests in such assets of New Borrower as are consistent with the description of the Collateral set forth on Exhibit A of the Loan Agreement (as if such Collateral were deemed to Bank, pertain to the Collateral, wherever locatedassets of New Borrower), whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s personal property (consistent with the description of Collateral as set forth on Exhibit A of the Loan Agreement), and all New Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower representsfurther covenants and agrees that by its execution hereof it shall provide all such information, warrantscomplete all such forms, and covenants that the security interest granted herein shall be take all such actions, and shall at enter into all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claimsuch agreements, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Agent and the Lenders that it previously has enteredare reasonably deemed necessary by Agent and the Lenders in order to grant a valid, and/or may in perfected first priority security interest to Agent, for the future enter, into Bank Services Agreements with Bank. Regardless ratable benefit of the terms of any Bank Services AgreementLenders, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of the Loan Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied Loan Agreement). New Borrower hereby authorizes Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions in fullorder to perfect or protect Agent’s interest or rights hereunder, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in including a notice that any disposition of the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) contravention of the Dollar Equivalent Loan Agreement, by either Borrower or any other Person shall be deemed to violate the rights of Agent under the Code. Such financing statements may indicate the Collateral as “all assets of the face amount Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditAgent’s discretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest interests granted herein shall be are and shall at all times continue to be a first priority perfected security interest interests in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to 2.0% of the Maximum Revolving Line if termination occurs on or before the first anniversary of the September 2010 Amendment Effective Date, and 1.0% of the Maximum Revolving Line if termination occurs after the first anniversary of the September 2010 Amendment Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank.

Grant of Security Interest. Borrower The Debtor hereby grants Bankto the Secured Party for the benefit of the Secured Party and the Lenders, to secure the full, punctual and unconditional payment and performance in full of all of the Obligations, a continuing security interest inin all of the Debtor's right, title and pledges interest in and to Bankthe following properties, assets and rights of the CollateralDebtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds Proceeds and products thereof. Borrower representsthereof (all of the same being hereinafter called the "COLLATERAL"): all personal and fixture property of every kind and nature including without limitation all Goods (including Inventory, warrantsEquipment and any Accessions thereto), Instruments (including promissory notes), Documents, Accounts, Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper), Deposit Accounts (other than payroll accounts), Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), Commercial Tort Claims, Securities and all other Investment Property, Supporting Obligations, any other contract rights or rights to the payment of money, all sums payable under any policy of insurance (including without limitation, any return for premiums), tort claims, and covenants all General Intangibles (including all Payment Intangibles). The Secured Party acknowledges that the attachment of its security interest in any Commercial Tort Claim is subject to the Debtor's compliance with Section 8.22(g). The Debtor agrees that the security interest herein granted herein shall be has attached and shall at all times continue until (i) the Obligations have been paid, performed and undefeasibly discharged in full and (ii) the Lenders are no longer committed to be a first priority perfected extend any credit to the Debtor under the Credit Agreement or any other Loan Document. The security interest is granted as security only and shall not subject the Secured Party or the Lenders to, transfer to the Secured Party or the Lenders, or in any way affect or modify, any obligation or liability of the Debtor with respect to any of the Collateral subject only or any transaction in connection therewith. Except during the existence of an Event of Default, the Debtor shall retain the right to Permitted Liens. If Borrower shall at vote any time acquire a commercial tort claim, Borrower shall promptly notify Bank of the Investment Property constituting Collateral in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon manner not inconsistent with the terms of this Agreement and the Credit Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject in priority only to the Liens described in clauses (c), (h), (j) and (k) of the definition of Permitted Liens. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with a potential value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be reasonably required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then one hundred five percent (105.00%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then one hundred ten percent (110.00%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(b). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one-half of one-percent (.50%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2017-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2017-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2017-A Exchange Note Collection Account. The Grant of the 2017-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2017-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2017-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2017-A Exchange Note Collection Account or with respect to the 2017-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2017-A Exchange Note as provided in the 2017-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2017-A Exchange Note Supplement for the benefit of the 2017-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2017-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2017-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the EXIM Loan Agreement with respect to such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein All Obligations shall be also be secured by the Australian Security and shall at Guarantee and any and all times continue other security agreements, mortgages or other collateral granted to be a first priority perfected Bank by Australian Borrower as security interest for the Obligations, now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein and in the Australian Security and Guarantee or other collateral granted to Bank by Australian Borrower as security for the Obligations, now or in the future (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement and the Australian Security and Guarantee is terminated, Bank shall terminate the security interest granted herein and in the Australian Security and Guarantee upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.”

Grant of Security Interest. Borrower hereby grants Bank, to secure As security for the payment and performance in full of all of the Obligations, each Borrower hereby pledges, assigns and grants to Parent a continuing first priority security interest inin all of such Borrower’s right, title and pledges interest in and to Bank, the Collateral, Collateral wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority security interest in the Collateral. Each Borrower represents and warrants that subject to the filing or recordings referred to herein, such security interest constitutes a perfected security interest in all Collateral (i) in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the Collateral subject only United States (or any political subdivision thereof) and its territories and possessions pursuant to Permitted Liensthe Uniform Commercial Code and (ii) in which a security interest may be perfected upon the receipt and recording of the relevant IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Within 5 Business Days of the date of this Agreement, the Company shall deliver to Parent originals of all stock certificates representing its equity interests in the Subsidiary (the “Pledged Stock”) with accompanying stock powers endorsed in blank and upon such delivery the Company represents and warrants that pledge effected hereby is effective to vest in Parent the rights of Parent in the Pledged Stock as set forth herein. If any Borrower shall at any time acquire a commercial tort claim, such Borrower shall promptly notify Bank Parent in a writing signed by such Borrower of the general details thereof and if requested by Parent, shall grant to Bank Parent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditParent.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00), Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may reasonably be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Borrower or Guarantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to this Agreement, or upon the release of any Borrower or any Guarantor from its obligations under this Agreement or the applicable Guaranty, if any, in accordance with the terms of the Loan Documents, the Collateral Agent will, at such Borrower’s or Guarantor’s sole cost and expense, execute and deliver to such Borrower or Guarantor such documents as such Borrower or Guarantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Borrower or Guarantor shall have delivered to the Collateral Agent, at least ten (10) Business Days’ prior to the date of the proposed release, a written request for release describing the item of Collateral, together with a form of release for execution by the Collateral Agent, and such other information as Collateral Agent may reasonably request.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsAll Obligations shall also be secured by the UK Charge Over Account and any and all other security agreements, warrantsmortgages or other collateral granted to Bank by Appian UK as security for the Obligations, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein and in the UK Charge Over Account (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations and any other obligations that are expressly specified in this Agreement as surviving the termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is and the UK Charge Over Account are terminated, Bank shall terminate the security interest granted herein and in the UK Charge Over Account upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be Bank a first priority perfected continuing security interest in the Collateral subject only to Permitted Liens. If Borrower shall at secure prompt repayment of any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the general details thereof Loan Documents. Except for Permitted Liens or as disclosed in the Schedule, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Borrower also hereby agrees not to sell, transfer, assign, mortgage, pledge, lease, grant to Bank in such writing a security interest therein in, or encumber any of its Intellectual Property. Notwithstanding any termination of this Agreement or of any filings undertaken related to Bank’s rights under the Code, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding. SteadyMed Israel shall grant and pledge to Bank a fixed charge over all issued and outstanding shares of the Borrower which are owned and held by SteadyMed Israel as set forth in the proceeds thereofDebenture of Fixed Charge between SteadyMed Israel and the Bank (the “Fixed Charged Assets”) and a floating charge over all of the present and future assets of SteadyMed Israel as they may be from time to time, excluding any intellectual property assets of SteadyMed Israel (the “Floating Charged Assets” and together with the Fixed Charge Assets, the “Charged Assets”) to secure prompt repayment of any and all upon Obligations by the terms Borrower and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents, and to secure prompt repayment of any and all amounts which may be due by SteadyMed Israel under that certain Unconditional Guaranty between SteadyMed Israel and the Bank. SteadyMed Israel also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its assets other than as set forth in the Debenture of Fixed Charge. Notwithstanding any termination of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien fixed charge and floating charge under the Debenture of Fixed Charge and Floating Charge shall remain in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the effect for so long as any Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditoutstanding.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral reasonably acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full MI of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort ton claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Advances has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding anything in this Section 4.1 to the event (a) all Obligations (other than inchoate indemnity obligations)contrary, except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the grant of a security interest granted herein upon Borrower providing cash collateral acceptable shall not extend to Bank in its good faith business judgment for Bank Services, if any. In and the event such Bank Services consist of outstanding Letters of Credit, Borrower term Collateral shall provide to Bank cash collateral in an amount equal to 105% not include more than sixty-five percent (110% if the Dollar Equivalent is denominated in Foreign Currency65%) of the Dollar Equivalent issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the face amount United States or any state or territory thereof or the District of all such Letters of Credit plus all interest, fees, and costs due Columbia if to do so would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 (or to become due in connection therewith (as estimated by Bank in its good faith business judgmentany successor statute), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankLender a continuing subordinated security interest in the collateral described in Section 2 below (all of the personal property described in Section 2 is individually and collectively referred to in this Agreement as the "Collateral"), to secure the payment and performance in full of all repayment of the loans Lender has made to Borrower under (a) that certain Loan Agreement between Borrower and Lender dated March 1, 1998, as amended by that certain First Amendment to Loan Agreement dated as of June 11, 1999 and (b) that certain Loan Agreement between Borrower and Lender dated March 30, 1999 (including all renewals, extensions, modifications, or refinancings thereof), together with any and all other obligations now or in the future owing from Borrower to Lender (including future advances) (hereinafter collectively called the "Obligations") together with all costs, expenses and reasonable attorneys' fees incurred by Lender in the disbursement, administration and collection of the Obligations or the protection, maintenance, and liquidation of the Collateral. Borrower agrees not to sell the Collateral except in the ordinary course of Borrower's business and will not assign, transfer, pledge, grant a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired otherwise dispose of or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in encumber the Collateral subject only to Permitted Lienswithout Lender's prior written consent. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a The security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest interests in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If the Lender under this Agreement is terminatedshall be subordinate to and subject to any lien or security interest that Lehmxx Xxxthers, Bank’s Lien Inc. (the "Senior Creditor") may now or hereafter have in the Collateral shall continue as a result of any indebtedness (the "Senior Indebtedness") owed to the Senior Creditor. Unless and until the Obligations (other than inchoate indemnity obligations) are Senior Indebtedness has been satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate the Lender agrees that it will not in any way enforce its security interest in the Collateral or interfere with the Senior Creditor's security interest in the Collateral without the prior written consent of the Senior Creditor. The Lender agrees from time to time to execute and all rights therein shall revert deliver subordination agreements or such other documents, in form and substance mutually acceptable to Borrower. In , Lender and the event (a) all Obligations (other than inchoate indemnity obligations)Senior Creditor, except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate as the Senior Creditor may reasonable request to subordinate the security interest granted herein upon Borrower providing cash collateral acceptable in this Agreement to Bank the Senior Creditor's security interest in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditCollateral.

Grant of Security Interest. Borrower Each Borrower, as legal and beneficial owner, hereby grants and charges to Bank, to secure the payment and performance in full of all of the ObligationsObligations (other than obligations under the Warrant), a continuing security interest in, and pledges to to, and, by way of fixed charge, charges in favor of, Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsBorrowers jointly and severally represent, warrantswarrant, and covenants covenant that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If a Borrower shall at any time acquire a commercial tort claim, Borrower Borrowers shall promptly notify Bank in a writing signed by Borrower Borrowers of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or obligations under the Warrant) outstanding at the time of such termination are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or obligations under the Warrant) outstanding at the time of such termination and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s Borrowers’ written request and sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditBorrowers.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2019-A Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2019-A Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2019-A Exchange Note Collection Account. The Grant of the 2019-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2019-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2019-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2019-A Exchange Note Collection Account or with respect to the 2019-A Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2019-A Exchange Note as provided in the 2019-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2019-A Exchange Note Supplement for the benefit of the 2019-A Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2019-A Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2019-A Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each applicable Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankThe Initial Secured Party Grants to the Indenture Trustee on the 2018-B Closing Date, to secure as Indenture Trustee for the payment and performance in full benefit of the 2018-B Secured Parties, all of the ObligationsInitial Secured Party’s right, a continuing security title and interest in, to and pledges to Bank, the Collateral, wherever locatedunder, whether now owned or existing or hereafter acquired or arisingarising in, the 2018-B Exchange Note Collection Account. The Grant of the 2018-B Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2018-B Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2018-B Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and all proceeds generally to do and products thereofreceive anything that any Initial Secured Party is or may be entitled to do or receive under the 2018-B Exchange Note Collection Account or with respect to the 2018-B Exchange Note Collection Account. Borrower represents, warrantsThe foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and covenants that any other amounts owing in respect of, the 2018-B Exchange Note as provided in the 2018-B Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2018-B Exchange Note Supplement for the benefit of the 2018-B Secured Parties. The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2018-B Exchange Note Supplement. The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted herein shall be and shall at all times continue Granted to be a first priority perfected security interest the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings. Such financing statements may describe the 2018-B Exchange Note Collection Account in any manner as the Collateral subject only Indenture Trustee may determine is necessary, advisable or prudent to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower ensure the perfection of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable Granted to Bank in its good faith business judgment for Bank Servicesthe Indenture Trustee under this Agreement; provided, if any. In that the event Indenture Trustee will have no obligation to make any such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdetermination.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsBorrowers represent, warrantswarrant, and covenants covenant that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time acquire a commercial tort claim, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in The grant of security interest and pledge by Xata contained herein is without limitation on the future enter, into Bank Services Agreements with Bank. Regardless of security interest granted by Xata under any other Loan Documents and without limitation on the terms of any Bank Services security interest granted by Xata under the Prior Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected which security interest in granted under the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in Prior Agreement shall continue, uninterrupted, as amended and restated by this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s Borrowers’ sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditBorrowers.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to applicable law and the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement) and by the ISR Debentures, the UK Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future (subject only to Permitted Liens that are permitted pursuant to applicable law and the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate as soon as practicable, release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bankto Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankLender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected (other than in respect of commercial tort claims not described in the following sentence) security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Lender’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claimclaim (the acquisition of which shall be determined based upon the commencement of litigation with respect thereto) with a reasonably anticipated value equal to Five Hundred Thousand Dollars ($500,000.00) or more, Borrower shall promptly notify Bank Lender in a writing signed by Borrower of the general details thereof and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations, and at such time Bank Lender shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, In order to secure the prompt and punctual payment and performance in full satisfaction of all of the Obligationsmy Indebtedness (as defined herein), I am granting Creditor a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only Equipment, and in all accessions, replacements and additions to Permitted Liensthe Equipment, and in all leases and chattel paper of the Equipment, and in all lease payments, rentals, and rights thereto, and in all proceeds derived from the Equipment, including insurance proceeds and refunds of insurance premiums. If Borrower shall at Creditor permits me to allow others to use or lease the Equipment, I agree to stamp any time acquire a commercial tort claimagreement between me and my lessee with language approved by Creditor and to provide and update Creditor with all current contact information of user or lessee. I also agree that collateral securing other loans, Borrower shall promptly notify Bank credit sales and leases that I may have with Creditor or any affiliate of Creditor, whether now or in a writing signed by Borrower the future, additionally will secure my Indebtedness under this Agreement. The Equipment, all leases and chattel paper of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereofEquipment, all upon the terms lease payments, rentals, and rights thereto, proceeds, and my additional collateral securing other loans, credit sales, and leases with Creditor or any affiliate of Creditor, are individually, collectively and interchangeably referred to under this Agreement as my "Collateral." For purposes of this Agreement, with such writing to be in form the term "Indebtedness" means: (1) my indebtedness under my loan and substance satisfactory to Bank. Borrower acknowledges under this Agreement for payment of principal, interest, late charges, returned check fees, liquidated damages and any other amounts due hereunder; (2) my indebtedness under any other loans, leases or other obligations that it previously has entered, and/or I may now and in the future enter, into Bank Services Agreements with Bank. Regardless owe to Creditor or any affiliate of the terms Creditor; (3) all additional funds that Creditor or any affiliate of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that Creditor may have superior priority to Bank’s Lien advance on my behalf as provided in this Agreement). If ; and (4) Creditor's costs and expenses incurred in enforcing Creditor's rights under this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fullAgreement, and at such time Bank shallin protecting and preserving the Collateral, at Borrower’s sole cost including reimbursement of Creditor's reasonable attorney's fees, court costs, and expense, terminate collection expenses. I authorize Creditor to perfect its security interest in the Collateral Collateral. I agree to reimburse Creditor for all filing costs and perfection expenses, as well as for all rights therein shall revert to Borrowercosts of amending, continuing and terminating such filings. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit5.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsNotwithstanding anything in this Section 4.1 to the contrary, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower grant of the general details thereof and grant to Bank in such writing a security interest therein herein shall not extend to and the term Collateral shall not include more than sixty-five percent (65%) of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the proceeds thereof, all upon United States or any state or territory thereof or the terms District of this Agreement, with such writing Columbia if to be in form and substance satisfactory to Bankdo so would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 (or any successor statute). Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and upon request of Bank grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations in cash. Upon payment in full in cash of the Obligations (except for contingent indemnification obligations for which no claim has been made) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash or issued but undrawn Letters of Credit are separately collateralized with cash pursuant to Section 1.3 hereof. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shallshall promptly, at Borrower’s sole cost and expense, terminate take all actions and execute all documents, reasonably requested by Borrower to evidence or to more fully effect such termination or to release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which , by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which by their terms are to survive the termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral reasonably acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of New Borrower’s assets listed on Exhibit A attached to the Loan Agreement and all of New Borrower’s books and records relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. New Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If New Borrower shall at any time acquire a commercial tort claim, New Borrower shall promptly notify Bank in a writing signed by New Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. New Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the future enterCollateral. New Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by any Bank Services AgreementBorrower or any other Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditdiscretion.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee (the “Termination Fee”) in an amount equal to one percent (1%) of the Maximum Dollar Amount. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations or other obligations which by their terms survive the termination of this Agreement) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which by their terms survive the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligationsobligations or other obligations which by their terms survive the termination of this Agreement), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, each New US Borrower hereby grants to Bank a continuing lien upon and security interest in, in all of such New Borrower’s now existing or hereafter arising rights and pledges to Bank, interest in the Collateral, wherever located, whether now owned or existing or hereafter acquired created, acquired, or arising, and wherever located, including, without limitation, all of each such New US Borrower’s assets listed on Exhibit A attached hereto and all of each such New US Borrower’s respective books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products thereofinsurance proceeds of any or all of the foregoing. Each New US Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under the Loan Agreement). If any New US Borrower shall at any time acquire a commercial tort claim, such New Borrower shall promptly notify Bank in a writing signed by such New US Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Loan Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Each New US Borrower acknowledges further covenants and agrees that by its execution hereof it previously has enteredshall provide all such information, and/or may complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant and continue a valid, first perfected security interest to Bank in the future enterCollateral. Each New US Borrower hereby authorizes Bank to file financing statements, into Bank Services Agreements without notice to any Borrower, with all appropriate jurisdictions in order to perfect or protect Bank. Regardless ’s interest or rights hereunder, including a notice that any disposition of the terms of Collateral, by either such New US Borrower or any Bank Services Agreementother Person, Borrower agrees that any amounts Borrower owes Bank thereunder shall may be deemed to be Obligations hereunder and that it is violate the intent rights of Borrower and Bank to have all such Obligations secured by under the first priority perfected security interest in Code. Such financing statements may indicate the Collateral granted herein (subject only to Permitted Liens that may have superior priority to as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s Lien in this Agreement)discretion. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit5.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted to have superior priority to Bank’s Liens). If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it currently has previously has entered, and/or and may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any the documents governing such Bank Services AgreementServices, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)herein. If this Agreement is and all Loan Documents are terminated, Bank’s Lien in the Collateral shall continue until the Obligations under the Loan Documents (excluding any ummatured indemnity or similar obligations that survive the termination of this Agreement or the other than inchoate indemnity obligationsLoan Documents) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as the Loan Documents have been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with unless Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(b). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one percent (1.00%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. In addition to and without limiting the foregoing, all Obligations shall also be secured by the Australian Mortgage Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower representsas security for the Obligations, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest now or in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bankfuture. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by (a) the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement), (b) the Australian Mortgage Debenture, and (c) any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein and in the Australian Mortgage Debenture upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% one hundred five percent (110% if the Dollar Equivalent is denominated in Foreign Currency105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender in such writing a security interest therein and in the proceeds thereofthereof to secure the payment and performance in full of all of the Obligations, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has enteredNotwithstanding the foregoing, and/or may in the future enterevent that Borrower closes a Qualified Financing, into Bank Services Agreements with Bank. Regardless the Collateral Agent, and each Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower; provided that in connection with, and from and after, the consummation of such Qualified Financing, Borrower shall grant to Collateral Agent, for the ratable benefit of the terms Lenders, and to each Lender, to secure the payment and performance in full of any Bank Services Agreementall of the Obligations, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a continuing security interest in, and pledge to be Obligations hereunder Collateral Agent, for the ratable benefit of the Lenders, and that it is the intent of Borrower and Bank to have all such Obligations secured by the each Lender a first priority perfected security interest in favor of the Collateral granted herein Lenders, not avoidable under applicable solvency or bankruptcy laws, in a certificate of deposit maintained at SVB in otherwise unrestricted and unencumbered funds in the minimum amount of the aggregate outstanding Obligations from time to time (subject only the “CD”). The release of Lenders’ Lien hereunder may be delayed to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)take into consideration any applicable preference periods under bankruptcy laws. If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, the Collateral Agent, and each Lender shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (other than with respect to perfection of the security interest on the Shares of any Foreign Subsidiary), subject only to Permitted LiensLiens that are permitted by the terms of this Agreement or by operation of law to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with a value in excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral (other than with respect to perfection of the security interest on the Shares of any Foreign Subsidiary) granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower Each Loan Party hereby grants Bank, to the Lender to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Lender the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower Each Loan Party represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to the Lender’s Lien. If Borrower any Loan Party shall at any time acquire a commercial tort claimclaim (as defined in the Code) with a value in excess of Twenty-Five Thousand Dollars ($25,000.00), Borrower such Loan Party shall promptly notify Bank the Lender in a writing signed by Borrower such Loan Party, as the case may be, of the general details thereof (and further details as may be required by the Lender) and grant to Bank the Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Lender. If this Agreement is terminated, Bankthe Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and Lxxxxx’s Expense reimbursement obligations for which no claim has been made) are satisfied indefeasibly repaid in fullfull in cash or are converted pursuant to Section 2.7. Upon indefeasible payment in full in cash of the Obligations (other than inchoate indemnity obligations and Lxxxxx’s Expense reimbursement obligations for which no claim has been made) or conversion pursuant to Section 2.7, and at such time Bank the Lender shall, at Borrower’s the sole cost and expenseexpense of the Loan Parties, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of CreditLoan Parties.

Grant of Security Interest. Borrower hereby grants Bank, to To secure the payment and performance in full of all of the Obligations, New Co-Lessee hereby grants to Lessor, a continuing security interest in, and pledges to BankLessor, the CollateralCollateral listed on Exhibit A, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower New Co-Lessee represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that are permitted pursuant to the terms of the Lease Agreement to have superior priority to Lessor’s Lien under the Lease Agreement). If Borrower New Co-Lessee shall at any time acquire a commercial tort claim, Borrower New Co-Lessee shall promptly notify Bank Lessor in a writing signed by Borrower New Co-Lessee of the general details thereof and grant to Bank Lessor, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this the Lease Agreement, with such writing to be in form and ​ ​ substance satisfactory to BankLessor. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower New Co-Lessee further covenants and agrees that any amounts Borrower owes Bank thereunder by its execution hereof it shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have provide all such Obligations secured by the documentation, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance satisfactory to Lessor (including being sufficient to xxxxx Xxxxxx a first priority perfected security interest in the Collateral granted herein Lien (subject only to Permitted Liens that may are permitted pursuant to the terms of the Lease Agreement to have superior priority to BankLessor’s Lien in this under the Lease Agreement). If this Agreement is terminated, Bank’s Lien ) in the Collateral shall continue until Collateral. New Co-Lessee hereby authorizes Lessor, to file financing statements, without notice to Lessee, with all jurisdictions deemed necessary or appropriate by Lessor to perfect or protect Lessor’s interest or rights under the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in Lease Agreement. Such financing statements may indicate the Collateral and as “all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) assets of the Dollar Equivalent Lessee” or words of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditsimilar effect.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s or each Lender’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) greater than Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Confidential Treatment Requested by Puma Biotechnology, Inc. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s and each Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent and each Lender shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. Upon payment in full in Cash of the Obligations (other than inchoate indemnity obligations) and at such time as each Lender’s obligations to make Credit Extensions has terminated, Collateral Agent and each Lender, shall, at Borrower’s sole cost and expense and at Borrower’s written request, take such action reasonably requested by Borrower in order to cause such Liens to be terminated of record (including filing UCC-3 or similar termination statements with respect to such Liens) and all rights therein shall revert to Borrower. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall at any time acquire a commercial tort claimclaim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c) . Notwithstanding any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminatedtermination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpledgors thereof.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(b). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until the Borrower fully satisfies its Obligations (other than inchoate indemnity obligationsObligations). If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to (i) are satisfied one percent (1%) of the sum of the Revolving Line and the Term Loan if such termination occurs prior to the first anniversary of the Effective Date; or (ii) one half of one percent (0.50%) of the sum of the Revolving Line and the Term Loan if such termination occurs between the first and second anniversary of the Effective Date; provided, however, that if no Event of Default has occurred and is continuing, no termination fee shall be charged unless the credit facility hereunder is refinanced, replaced or repaid in full, full with funds from a bank or other financial institution other than another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the ObligationsObligations in full and, until payment in cash of all Obligations (other than (a) inchoate indemnity obligations, and (b) other obligations that, by their terms, survive termination of this Agreement, in each case, for which no claim has been made), a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest supporting obligations (as defined in the Collateral subject only to Permitted LiensCode) in respect thereof. If Borrower shall at acquire any time acquire a commercial tort claimclaim (as defined in the Code) in an amount greater than Fifty Thousand Dollars ($50,000), Borrower shall promptly notify Bank in a writing signed by Borrower grant to Collateral Agent, for the ratable benefit of the general details thereof and grant to Bank in such writing Secured Parties, a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than (a) inchoate indemnity obligations, and (b) other obligations that, by their terms, survive termination of this Agreement, in each case, for which no claim has been made) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than (a) inchoate indemnity obligations, and (b) other obligations that, by their terms, survive termination of this Agreement, in each case, for which no claim has been made) and at such time Bank as the Lenders’ obligation to extend Term Loans has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral (and enter into any documentation reasonably requested by Borrower) and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code) with a value in excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly notify Bank Collateral Agent in a writing signed by Borrower Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank Collateral Agent shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then one hundred three percent (103%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then one hundred five percent (105%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges Notwithstanding the foregoing, it is expressly acknowledged and agreed that it previously has entered, and/or may the security interest created in this Agreement only with respect to EX-IM Eligible Foreign Accounts (as such term is defined in the future enter, into Bank Services Agreements with Bank. Regardless of EXIM Loan Agreement) is subject to and subordinate to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest granted to Bank in the Collateral granted herein (subject only EXIM Loan Agreement with respect to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)such EX-IM Eligible Foreign Accounts. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, and/or may in the future enter, into effective three (3)] Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one percent (1.00%) of the Revolving Line provided that no termination fee shall be charged if the credit facility hereunder is (i) is terminated after twelve months after the Effective Date or (ii) replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the ObligationsObligations and the performance of each of Borrower’s duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein (subject to the security interest granted in the Domestic Agreement) shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted LiensCollateral. If Borrower shall at any time time, acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Exim Agreement, with such writing to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Exim Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations and at such time this Exim Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In Notwithstanding the event foregoing, it is expressly acknowledged and agreed that the security interest created in this Exim Agreement in all of the Collateral (a) all Obligations (other than inchoate indemnity obligationswith the exception of Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles), except for Bank Services, are satisfied in full, is subject to and (b) this Agreement is terminated, Bank shall terminate subordinate to the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Servicesthe Domestic Agreement with respect to the Collateral and the security interest created in the Domestic Agreement with respect to Export-Related Accounts Receivable, if any. In Export-Related Inventory and Export-Related General Intangibles is subject to and subordinate to the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide security interest granted to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating this Exim Agreement with respect to such Letters of CreditExport-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the ObligationsObligations in full and, until payment in cash of all Obligations (other than (a) inchoate indemnity obligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) and the Exit Fee (as defined in the Exit Fee Agreement), a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest supporting obligations (as defined in the Collateral subject only to Permitted LiensCode) in respect thereof. If Borrower shall at acquire any time acquire a commercial tort claimclaim (as defined in the Code) in an amount greater than Fifty Thousand Dollars ($50,000), Borrower shall promptly notify Bank in a writing signed by Borrower grant to Collateral Agent, for the ratable benefit of the general details thereof and grant to Bank in such writing Secured Parties, a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than (a) inchoate indemnity obligationsobligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than (a) inchoate indemnity obligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) and at such time Bank as the Lenders’ obligation to extend Term Loans has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral (and enter into any documentation reasonably requested by Borrower) and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminatedBorrower agrees that, Bank’s Lien unless otherwise agreed in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in fulla writing signed by Bank and Borrower, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) the security interest granted herein by Borrower shall survive the termination of this Agreement and shall terminate only upon the termination of all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in fullServices Agreements, and (b) if, on the effective date of the termination of this Agreement is terminatedAgreement, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, fees and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. This Agreement may be terminated prior to the Revolving Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to 2.0% of the Maximum Dollar Amount if termination occurs on or before February 28, 2016, and 1.0% of the Maximum Dollar Amount if termination occurs after February 28, 2016; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has enteredThis Agreement may be terminated prior to the Revolving Maturity Date by Borrower, and/or may in the future enter, into effective three (3) Business Days after written notice of termination is given to Bank Services Agreements with or if Bank. Regardless of ’s obligation to fund Credit Extensions terminates pursuant to the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this AgreementSection 2.1.1(c). If this Agreement is terminatedNotwithstanding any such termination, Bank’s Lien lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to two percent (2%) of the Maximum Dollar Amount if termination occurs on or before the first anniversary of the Effective Date, and one percent (1%) of the Maximum Dollar Amount if termination occurs after the first anniversary of the Effective Date and on or before the second anniversary of the Effective Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost shall release its liens and expense, terminate its security interest interests in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower representsNotwithstanding the foregoing, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower include all proceeds of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all Intellectual Property (whether acquired upon the terms sale, lease, license, exchange or other disposition of this Agreement, with such writing to be in form Intellectual Property) and substance satisfactory to Bankall other rights arising out of Intellectual Property. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority and Collateral not required to Bank’s Lien in this Agreementbe perfected by the terms of the Loan Documents). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, cash collateralized obligations extending beyond the Revolving Line Maturity Date, and any other obligations which, by their terms, are to survive the termination of this Agreement) are satisfied repaid in fullfull in cash, and Bank’s obligation to make Credit Extensions has terminated, and at such time time, Bank shallshall concurrently therewith, at Borrower’s the sole cost and expenseexpense of Borrower, terminate its the security interest in the Collateral and Bank shall (i) execute and deliver to Borrower all rights therein shall revert documents that the Borrower reasonably requests to Borrowerevidence the release of the security interest in the Collateral and (ii) deliver to Borrower any stock certificates and other Collateral in Bank’s possession. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any, and Bank shall (i) execute and deliver to Borrower all documents that the Borrower reasonably requests to evidence the release of the security interest in the Collateral and (ii) deliver to Borrower any stock certificates and other Collateral in Bank’s possession. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% x) if the Dollar Equivalent is such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency) , then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, in the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted LiensLiens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Servicesand, are satisfied in full, and (b) this Agreement is terminatedat Borrower’s expense, Bank shall terminate the security interest granted herein upon promptly execute and deliver or file such releases and terminations as Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditmay reasonably request.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be is and shall at all times continue to be a first priority perfected security interest in the Collateral Collateral, subject only to Permitted LiensLiens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall at any time acquire a commercial tort claimclaim (as defined in the Code), Borrower Borrower, shall promptly notify Bank Collateral Agent in a writing signed by Borrower after Borrower becomes aware of such tort claim, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Bank Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankCollateral Agent. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to BankCollateral Agent’s Lien in this Agreement). If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied repaid in full, full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time Bank as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral and all rights therein shall revert to Borrower. In the event (ax) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (by) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105% %); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110% if the Dollar Equivalent is denominated in Foreign Currency) %), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants BankCollateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the ObligationsObligations in full and, until payment in cash of all Obligations (other than (a) inchoate indemnity obligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) and the Success Fee (as defined in the Success Fee Agreement), a continuing security interest in, and pledges to BankCollateral Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest supporting obligations (as defined in the Collateral subject only to Permitted LiensCode) in respect thereof. If Borrower shall at acquire any time acquire a commercial tort claimclaim (as defined in the Code) in an amount greater than Fifty Thousand Dollars ($50,000), Borrower shall promptly notify Bank in a writing signed by Borrower grant to Collateral Agent, for the ratable benefit of the general details thereof and grant to Bank in such writing Secured Parties, a security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement)Agent. If this Agreement is terminated, BankCollateral Agent’s Lien in the Collateral shall continue until the Obligations (other than (a) inchoate indemnity obligationsobligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) are satisfied repaid in fullfull in cash. Upon payment in full in cash of the Obligations (other than (a) inchoate indemnity obligations and (b) other obligations that survive termination of this Agreement, in each case, for which no claim has been made) and at such time Bank as the Lenders’ obligation to extend Term Loans has terminated at the written direction of Borrower, Collateral Agent shall, at Borrower’s the sole cost and expenseexpense of Borrower, terminate release its security interest Liens in the Collateral (and enter into any documentation reasonably requested by Borrower) and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, Lender a continuing security interest inin and to all right, title and pledges to Bank, interest of Borrower in the Collateral, wherever located, whether now owned or existing or hereafter acquired or arisingarising regardless of where located, to secure payment and all proceeds performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest agreements included in the Collateral subject only to Permitted Liens. If Borrower shall at the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and grant to Bank in such writing a security interest therein and agreements included in the proceeds thereof, all upon Collateral; and (c) Lender shall not have any obligation or liability under the terms contracts and agreements included in the Collateral by reason of this Agreement, with such writing nor shall Lender be obligated to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless perform any of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent obligations or duties of Borrower and Bank thereunder or to have all such Obligations secured by the first priority perfected take any action to collect or enforce any claim for payment assigned hereunder. The security interest in granted hereby secures the Collateral granted herein (subject only payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If Lender now or hereafter existing under this Agreement is terminated, Bank’s Lien in or the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral Note and all rights therein shall revert to Borrower. In renewals, extensions, restructurings and refinancing thereof, including, without limitation, the event principal amount of all debts, claims and indebtedness, accrued and unpaid interest (a) all Obligations (other than inchoate indemnity including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations), except for Bank Servicesthe Wainwright Guaranty, are satisfied in fullanx xxx xxxx, costs and (b) this Agreement is terminatedexpenses now or from time to time owing, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpayable.

Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, Lender a continuing security interest inin and to all right, title and pledges to Bank, interest of Borrower in the Collateral, wherever located, whether now owned or existing or hereafter acquired or arisingarising regardless of where located, to secure payment and all proceeds performance of the Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall remain liable under the contracts and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest agreements included in the Collateral subject only to Permitted Liens. If Borrower shall at the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof rights hereunder shall not release Borrower from any of its duties or obligations under the contracts and grant to Bank in such writing a security interest therein and agreements included in the proceeds thereof, all upon Collateral; and (c) Lender shall not have any obligation or liability under the terms contracts and agreements included in the Collateral by reason of this Agreement, with such writing nor shall Lender be obligated to be in form and substance satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless perform any of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent obligations or duties of Borrower and Bank thereunder or to have all such Obligations secured by the first priority perfected take any action to collect or enforce any claim for payment assigned hereunder. The security interest in granted hereby secures the Collateral granted herein (subject only payment and performance of the obligations, liabilities and indebtedness of every nature of Borrower to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If Lender now or hereafter existing under this Agreement is terminated, Bank’s Lien in or the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral Note and all rights therein shall revert to Borrower. In renewals, extensions, restructurings and refinancing thereof, including, without limitation, the event principal amount of all debts, claims and indebtedness, accrued and unpaid interest (a) all Obligations (other than inchoate indemnity including, without limitation, interest which but for the filing of a petition in bankruptcy, would accrue on such obligations), except for Bank Services, are satisfied in fullthe Wainwright Guaranty, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, costs and costs expenses now or from txxx xx xxxe owing, due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Creditpayable.